


Dead Alive

by Rhidia



Category: The Avengers (Marvel Movies)
Genre: Alternate Universe - Zombies, F/M, Gen
Language: English
Status: In-Progress
Published: 2017-08-08
Updated: 2018-06-07
Packaged: 2018-12-12 19:03:46
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 3
Words: 9,520
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11743233
Author URL: https://archiveofourown.org/users/Rhidia/pseuds/Rhidia
Summary: A prequel to Imogen_Penn's "All The Dead Lie Down" series, this is the story of Sharon Carter and her end in a world where the dead do not lie down. People die, civilisation ends, the Avengers fail and S.H.I.E.L.D. falls, but what happened as all of that was occurring?





	1. Chapter 1

**Author's Note:**

  * Inspired by [All the Dead Lie Down](https://archiveofourown.org/works/1077453) by [Imogen_Penn](https://archiveofourown.org/users/Imogen_Penn/pseuds/Imogen_Penn). 



This is a prequel to Imogen_Penn’s “All The Dead Lie Down” series, but in the week the whole world fell down and died. As a result of Zombies. As a result, there will be blood, death, mayhem and horror. Don’t like, don’t read. Also, this is a horror fic. Nobody is guaranteed survival.

** Dead Alive **

_Prologue_

Pepper Potts was up, dressed, made up and ready to go to work by 6AM without fail as CEO of Stark Industries. She’d developed the habit of starting at the very beginning of the day and ending late first of all as her mother’s assistant as girl, part of being a large family with few responsible members, and reinforced that habit throughout her working life. She’d started small and worked her way up, a sharp mind and an even sharper tongue her weapons, a skin so thick insults just didn’t penetrate to her her defence. The “small redhead” didn’t have what it took, would never make it with the big boys, couldn’t handle the pressure, would end up in bed with some clown and a dozen kids by the age of 30...

She’d heard it all. Ignored it all and just kept moving and working, worming into and through the cracks, developing a sense for business and an eye for success second to none. By the time she was 30 she’d been drawing down six-figure salaries, was in demand as both businesswoman and assistant to those who could afford her services across the board, was giving orders to people who’d been in the same business for decades and improving their business model. She’d been in a position to walk into any job in the world and name her price, set herself up in paradise if she’d wanted to with men at her beck and call and anything she’d wanted at her fingertips...

But, somehow, she just hadn’t been satisfied with that. It was as though there had been something... Missing, something she couldn’t quite put her finger on, as if she was looking for a challenge that would focus and challenge her like nothing else ever could-or would. That would allow and make her dedicate all she was to it, every day… Making money? Easy. Leaving the so-called “professionals” speechless at what they didn’t know and couldn’t do without her expertise? Boring after a while. Leaving the people who thought she was there because she’d slept her way up crying or simply rigid in fear at what she could and would do to them for trying to go behind her back? Got less satisfying with every success...

Then Tony Stark had seen a young, willowy redhead who just so happened to be a beauty sipping a martini in a bar in New York while she was halfway through planning to, semi-seriously, get a job with the man she anticipated would be the next President to see if she could do something about the entire economy. She’d been VERY bored, he’d been half-drunk, and after she’d put him in his place with just three words he’d offered her a job as his new Personal Assistant.

She’d said yes because, hey, Tony Stark ran a multi-billion dollar company with a major presence in every country with a government she could name. That would provide her with something of a challenge. Also, because Tony Stark was, beyond question, a genius, but his personal and professional lives were known to be complete chaos. The only reason the Stark Industries board couldn’t vote him out was he was the companies golden goose-and everyone knew it. Which, she suspected, meant she’d be the one running the company. And why not...?

Until she’d arrived on her first day and found a nude blonde stripper-she’d been able to tell for certain the woman, all of 21, was blonde-lounging on Tony’s sofa while drinking his whiskey. Tony’s previous PA, who he’d forgotten to tell her was still on the premises, just shot her a look, shrugged and started flicking though what appeared to be one of Tony’s supposedly-secured notebooks...

It was the first time she’d ever felt such satisfaction, having Tony’s head of security, “Happy” Hogan, frog-march the protesting Stripper out while Pepper herself secured the notebook-then went through Tony’s work and personal life with an extra-fine tooth comb. It had taken her a solid week to lock everything into place and secure both the Stark brand and Tony himself, then a further month to get a good hold on Tony and his behaviour so she could actually keep matters in some kind of order. Hiding the alcohol was for those who lacked both purpose and conviction-she’d had Tony clean-shaven, showered and in a smart suit at meetings on time just by using her eyebrows the right way. Keeping Tony sober, sane and functional while keeping his house and company in order was an order of magnitude beyond anything she’d ever even attempted before-and that was when she knew she’d found her calling. She lived to make order of the chaos and succeed despite any and all obstacles-and Tony Stark WAS chaos. A perfect fit.

The much more recent personal development between the two of them had been...not entirely unexpected, or unwelcome. There had always been a sexual tension between them, he was handsome and brilliant and driven, she was...well, her. But she had never been sure adding sex to the volatile mixture of their relationship would work. It did, though, in all sorts of ways-and, after a few months together that way, she’d have sworn on her Career that Tony was planning to Propose. She was sure he was, in fact, she was just waiting for the time and hiding a knowing smile behind a Poker Face even the Black Widow had trouble reading...

As she settled the dark-red suit jacket around her shoulders, straightened the pencil skirt and made sure her hair was back in a tight ponytail with no loose hairs, her cream blouse smooth as silk and her stiletto black shoes tapping against metal, concrete and stone as she walked, she let her mind wander for a moment as she strode to the elevator. She could almost taste the fantastic coffee the shop just around the corner did that was just what she needed to start the day. The perfect amount of cream, sugar and caffeine to start her mind and body pumping first thing.

“Good morning, Miss Potts” came Jarvis’s voice as she stepped inside the elevator, his upper-class English accent surprisingly easy on her ears for years now. She’d gotten used to him so long ago she knew she’d miss him as much as Tony if she ever parted ways with Stark Industries. “You wish to proceed to the lobby and collect your beverage, I assume?” Jarvis asked.

“Of course, thank you Jarvis” she replied, graciously, still having to resist the urge to nod to the camera the Artificial Intelligence could see and hear her through. In many ways Tony’s masterpiece, Jarvis was a fully-evolved AI designed, built and developed by Tony with a mind of his own. He was constrained and limited only by his programming, but she wouldn’t have been concerned even if he wasn’t. Some AI’s wanted to take over the world and wipe out the Human race, Jarvis was the kind who was more interested in seeing to the comforts and concerns of those under his roof. On his free time, Pepper happened to know he solved maths problems that would take most Supercomputers months if not years to crunch through. Engineering was Tony’s gift, math was Jarvis’s.

As she arrived in the broad lobby, Hogan was waiting for her alongside a dark-haired young woman carrying a large mug she could smell the coffee in as it wafted to her nose. But... Pepper frowned as she strode over to collect her coffee. The young woman appeared to be shivering, sweating heavily, having trouble standing up even. Her eyes were almost glazed and the dark blue t-shirt and jeans the woman wore were heavily stained. She wasn’t visibly injured but seemed ill, badly... But something in the back of her mind told Pepper that this wasn’t illness. Something was wrong here, very wrong.

Happy’s eyes tracked between her and the young woman like searchlights-he’d noticed the state of her too, of course, but she suspected being so close to Tony for years had allowed her to develop survival instincts the ageing ex-soldier couldn’t match. He thought the young woman was ill but safe. She didn’t-

The young woman collapsed, dropping the mug and hitting the ground without a sound after the “thud” of impact when her dead weight hit the ground. The mug hit the ground and the top flew off, coffee exploding outwards like volcano blasting out. Pepper neatly sidestepped and didn’t get a drop on her, Happy said a very bad word and yelped as his legs were soaked even as he jumped backwards. Regardless of the abruptly-formed puddle, Pepper knelt down and put her fingers to the woman’s throat-and didn’t find a pulse. But panicking wasn’t something she did. Instead, she checked the body quickly and efficiently-and sharp eyes noted fresh blood on the right upper arm, pulling down a sleeve revealed a rudimentary bandage, revealing something... Grotesque.

“What... Is that a human bite?” asked Happy, grunting as the boiling water hit his shins but trying not to embarrass himself in front of Pepper. Pepper knew it was a legend in SI that she hadn’t even blinked when aliens indeed New York, just ordered more coffee and gotten back to work. Then she’d done no more than blink when Tony called her to tell her what was going on-even as, later, she’d seen him on the media footage flying a nuke through a hole in space and time with no evident chance of survival. She’d hugged Tony on their reunion, then gotten back to work at her desk. That was emotional as she’d cared to get when there was so much to do-and Tony had needed the reassurance...

“Doesn’t matter, she’s not breathing. Start CPR, I’ll call an ambulance” said Pepper, sharply. She flipped open her mobile and dialled 911 even as a startled Happy quickly knelt down to start compressions-

Everything suddenly happened very fast.

The woman’s eyes, which had shut as she fell, suddenly snapped open. Her eyes were full of blood, as though every blood vessel had ruptured at once, the open wound on her arm had looked infected, now it was swelling with putrid rot, even as her mouth opened wide, her body suddenly shot through with jet-black veins.

The woman suddenly bolted to her knees and span on the spot, going for Happy’s throat even as he bent over her. Happy was quicker than he looked, but he wasn’t fast enough. He threw himself backwards and staggered upright, arms up to defend his face-the woman’s mouth closed deep into his left forearm, his forearm suddenly soaked with blood as her teeth tore flesh and muscle and, by Happy’s scream of agony, grated on bone.

Pepper grabbed the woman around the neck in a headlock and dragged her back by sheer force, trying for a sleeper hold. The woman’s mouth came clear of Happy’s arm, but only because he wrenched one way and she wrenched the other. A huge chunk of pink flesh and muscle came out of Happy’s arm, followed by jetting blood that landed three feet away from the injured arm. Happy’s screams redoubled, even as Pepper got his blood in the face and dimly heard Jarvis calling security and medical assistance. Shouts came as people started to move, too late-

The woman twisted in her arms with such force she nearly took Pepper’s arms out of the socket, spitting out the hunk of meat as she did, blood and strings of meat stuck in her teeth. Then she bit Pepper in the face, teeth shredding cheek and left-side lip, Peppers left eye going dark forever. Pepper was saved from immediately feeling a degree of pain that would have stopped her heart by sheer shock, as her mind stuttered and failed to process the fact that half her face had just been torn off by the woman who’d brought her coffee-

Her grip on the woman failed completely as she started to fall, blood drenching head, neck and chest, heart racing impossibly fast as she began to die-but she didn’t get to fall to the floor. The woman lunged forwards again and, this time, her teeth fastened in Pepper’s throat, briefly holding Pepper upright like a mad dog... Before Pepper’s dead weight and the gnashing teeth tore open her windpipe, arteries and everything else which kept her alive.

Pepper Potts thought she heard the sound of a racing engine, coming closer fast, just before she died.

Happy, free hand clamped around the awful injury in his arm, couldn’t even take in the last, blood-bubbling breath taken by Pepper before her whole body relaxed in a way which could only mean one thing. His screams had been reduced to desperate, helpless whimpers as he literally watched his life drain out of him, as he watched the young woman tear apart and eat his boss while she was still alive, as he watched the woman turn and look at him with those ruined eyes, as he tried to back away over a floor slick with his blood and meat...

The front entrance literally exploded inwards as a white sports car he didn’t know drove through the doors without slowing down, before the driver span the wheel and stood on the brakes. He heard the wheels scream on the hard surface, smelt the burning rubber, realised what the driver was doing-the car rammed the...thing the woman had become with such force she was embedded in the wall behind her. Her lower half simply disintegrated under the force of the still-speeding cars impact, before the car finally came to a stop. A long, shocked silence echoed for what could have been only a second that seemed to last forever, before the driver forced open the damaged car door with a grinding crack and the groan of stressed metal.

As she stepped out he saw someone he didn’t know, in what he knew was a S.H.I.E.L.D. tactical uniform, jet black body armour that covered one up to the neck. Hers, though, was bloodstained and damaged, battered in a way which suggested she’d been shot in the chest and legs or at least been hit with equivalent force. Long blonde hair tied in a tight knot around her head, sharp brown eyes which gleamed with intelligence, white skin tanned slightly, an athlete’s lean physique... And an empty 9mm pistol in her right hand, the slide locked back. Funny what you saw first and last when dying on your feet.

She took in the scene in less than a moment, ejected her empty clip and smoothly reloaded, cocked the gun-and shot the thing which used to be a woman in the face through one eye. Her, or it’s, head essentially exploded and it finally stopped moving. Then she lowered her gun-and shot Pepper Potts twice in the head, the body jerking each time. Without pause, her gun came up to centre on him, right between the eyes he knew.

“Who...why...?” he managed, shock and utter horror both trying to overwhelm him still not quite enough to steal his voice. The woman’s empty, cold face warmed ever so slightly, but not for the better. There was a fire in her eyes he didn’t like the look of, as though she’d seen or witnessed something so awful that it had burned her inside, where it mattered far more, and where it wasn’t going to go out.

“Sharon Carter, because I must” said Sharon, then she shot him in the head without breaking eye contact. His last thought was that he hoped he ended up in a better place. But he doubted it, having failed Pepper so completely...

Thankfully, he didn’t need to worry for long. The shot was instantly fatal.

_End Prologue_


	2. Bite

**Summary for the Chapter:**

> The world doesn't end through evil this time, just death.

**Dead Alive**

_An hour earlier_

There were benefits to living several floors up in a multi-storey building, not least the fact that security could be layered in several ways and you could hear someone without very light feet coming due to the creaky floor. A major benefit, she had found, was that you could get a good view of the city, day or night, if you had the means and tech to take advantage of it. S.H.I.E.L.D. did, so she did, a benefit of her current assignment. Right now, though, she almost wished she wasn’t able to see a thing in the lightening darkness of fading night. The glimpses of fires, increasing wail of sirens and occasional crack of gunfire, heavier and louder than any “standard” nights noise, were only going to get worse as the sun rose and people stopped being able to hide away from whatever was happening...

Sharon Carter said something out loud as she looked out the window that would have seen her great-aunt Peggy slap her, for once sure that the old woman would have understood. She was just glad aunt Peggy wasn’t here now to see what she suspected was the whole country and, possibly, the world falling apart...

She was no legend or one-of-a-kind like the Black Widow, but she was top of her class in applied violence and strategy. She’d seen combat and espionage work in places she could never talk about, killed and been wounded by threats and people that had to be stopped before they set the whole world on fire. She’d taken a human being apart piece by piece to learn what she needed to know-and because it needed to be done. She’d seen villages burn and people die in ways that woke her up at night with the smell of diseased and burning flesh in her nose and mouth... She knew when things were falling apart, and she was seeing it now. Something terrible was happening, right in front of her eyes, and she couldn’t even begin to guess how to do anything about it.

She needed orders and intel from S.H.I.E.L.D., but nobody was picking up the phone at HQ-which was more than odd. On every number she knew at HQ, in fact, even the “Code Red” number she wasn’t supposed to know, let alone call, which should have seen her put through automatically to a senior agent. All she’d gotten was the standard “Busy” response, which translated as SOP-or Standard Operating Procedure-of “Hurry up and wait for orders”. Protocol in the situation she found herself in was clear, but the response to repeated attempts at contact she was getting wasn’t. Even if something had happened at HQ assignments would be automated and confirmed by central systems, or a silent alert would have been triggered if even a single Failsafe had been tripped. None of that had happened, and things were getting worse as she watched and listened. S.H.I.E.L.D. had been deliberately designed to act and react immediately to threats, issues and “problems” that other organisations either couldn’t or wouldn’t. Immediately, if need be, given the organisations founding Charter...

No, something was very wrong here. She needed to head into HQ herself and take a look in person- Her mobile phone suddenly started ringing on the kitchen table. She picked it up, flipped it open to check the caller-blinked, and accepted the call. She only had the number because the specialist didn’t have many friends, and even fewer people she trusted. After a single mission together, where she’d saved the older woman’s life she’d admit, the specialist had decided she both liked and trusted her. That was both good and bad, since Ellasbeth Shaw was...different to most people. _“Sharon. I’m coming to you, right now. Arm and armour up and be ready in 300 seconds, exactly_ ” said Ellasbeth, her always-cool voice, disturbingly, not, her Swedish accent stronger than Sharon had ever heard it. She’d been out for drinks with the other woman a couple of times, just enough to know Ellasbeth was harder to read than almost anyone she’d ever met, her face and eyes only showed what she wanted and her voice was so controlled Sharon was of the opinion computers had more life to them commonly. But right now? Now, she could almost taste the edge of fear in Ellasbeth’s voice.

“I’ll be ready. What’s happening?” replied Sharon, immediately moving to open the concealed drawer she kept her service weapon in in case Steve Rogers made an unannounced visit. Ellasbeth didn’t answer for a long moment, which never happened. Sharon felt a tiny shiver run up her spine...

_“...S.H.I.E.L.D. is imploding. I have reason to believe Director Fury is dead, Deputy Director Hill escaped from HQ in a helicopter under fire, there’s full-scale war on the Operations floor and across all decks, STRIKE teams are shooting running unarmed Agents in the back and explosives are being used to breach security Lockdowns. The World Security Council went offline to screaming and gunfire while Fury was on with them according to someone I trust. I’ve seen people being pulled down and dragged out of vehicles and eaten alive by things I will not name in the streets. I lost count of the dead before I fought my way out of HQ and had to kill seven other Agents to do it. Just...be ready_ ” said Ellasbeth. Then she hung up. Sharon blinked, blinked again, then looked at the phone and simply said “What...?” to the dead line... “What?!” she repeated, before the fact she was talking to the air finally registered. A screaming car engine suddenly approached the building as someone in a car in the street in front of the main entrance took a turn at far too high a speed, literally burning rubber as the driver fought the wheel and pumped the brakes. It wasn’t enough, the car span right around and nearly crashed into the building-about a second before a cry of such utter horror sounded from inside that Sharon felt her blood turn cold. The windscreen turned a deep, dark red that could have only one source-and Sharon knew she’d see gobbets of flesh in the thick blood if she got close enough...

She cursed again, then almost literally tore off her loose grey leggings and cream blouse before tapping a particular part of her wardrobe in two places. A concealed section sprang open, revealing her jet-black SHIELD uniform and gear, along with two concealed handguns, ammunition, tech she might need and an emergency radio set, only to be used in case of her Cover being blown or catastrophic outcome. She’d have used it already, but if SHIELD wanted to contact her they wouldn’t have done it through that radio. She was in uniform, armed, equipped and ready, then out the door in 50 seconds, not bothering to lock it since nothing in it of value actually belonged to her. She was on the third floor, but at the speed she could move flat out that wasn’t an issue. She vaulted down the stairs at a sprint, heart pumping faster than it should have been as a shock of raw fear spiked her adrenaline. She made it down two floors before she realised just what the...something...Ellasbeth wouldn’t talk about on the phone was.

Right in front of her in the landing were two dead bodies, one an old woman with her insides outside and trailing over the floor, her fingers still twitching in a pool of dark blood slowly surrounding her The second was a young man, who looked enough alike to be the old woman’s son, who was tearing flesh straight from the older man’s dead body even as teeth nicked ribs and blood stained his entire face and throat... As she came to a sharp stop, the thing shifted slightly and she found herself looking at dead, empty eyes in a still-moving face, almost a match to the young man who was not only dead but missing chunks from his arms and chest. Chunks clearly bitten out, by a thing that was almost certainly the dead mans’ father by the age difference... It stopped chewing and slowly, unsteadily stood up, blood smeared all over it, it’s jaw crooked as though broken. It didn’t seem to see her, but it started towards her sniffing the air like a mad dog hunting prey... She shot it in the head, a single sharp bark of gunfire and it went down, stayed there. The gutted, dead old woman had finally stopped twitching, but she wasn’t sure if that was a good thing or not. If whatever was happening got the dead moving again, how was it passed on...? The old woman’s eyes closed, opened, again, then her hands slowly closed. She reached up and out feebly, hands reaching out for anyone or anything, even as a moan of something between pain and pleasure that should have come from a human throat sounded. She moved her legs, but the bloody floor was too slick for her soft-soled shoes to catch and move her. Mindlessly, she kept trying...

The man hissed, like a viper crossed with a wild cat, rolled over and tried to get up, but his hands and body weren’t working properly with parts of his musculature simply gone... She fired twice more, heads snapping back and bodies going limp again, before she heard the moans and what sounded far too much like a hungry growl. Coming from not far away-behind closed doors, in fact. A thump echoed against a door just down from her, then a scratch of sound that could only have been the fingers of a human being catching against the wooden inside of the door. She heard more noises, some she couldn’t even identify, coming from above and below. Then something suddenly seemed to fall past her face- She jerked backwards, just fast enough to avoid it, slowly enough to realise that it was a severed human arm with flailing tendrils of meat and muscle dropping from it. It bounced off of the banister, smeared blood and fell on into the hallway drop between the stairs. She said a word which would have made her Aunt Peggy slap her, again, then ran. Then was a roar of heavy gunfire not far away as she hit the ground floor, a shotgun she suspected, but two of the creatures were in the hallway, one of them with a knife sticking out of its back.

She charged them even as they started to shift towards her, sniffing the air as their heads twitched like they were no longer attached to their necks as they heard her coming. She used her momentum to springboard off of a wall and swing a high kick into the head of the nearest. Normally she’d have leveraged it to knock her opponent flat-now she just didn’t care. The awful crack of breaking bone and flesh pulped was all she needed to hear as the creature went down, catapulted face-first into first wall then floor, staying down even better. She landed with legs spread, balanced on her toes, and surged up with a Leopard Strike, driving the second creatures nose up into its brain. It staggered, looking…confused. Then it’s eyes suddenly went at different, impossible angles and it slumped to the floor like it’s strings had been cut.

She emerged onto the streets, slamming through the front door, only to almost immediately have to leap atop a stationary car to avoid a bleeding, screaming woman who ran past with a hand pressed tight against a bloody bite in her neck. She was being pursued by a stumbling group of the creatures, four of them not far away, a fifth much further back as it dragged a ruined leg along. Abandoned cars were scattered left and right, some in the middle of the road, she could see fires in some of the other buildings on the block, pools of blood, bodies and more of the creatures were everywhere. One of the few other humans still upright was a grizzled-looking man in a pair of bloodstained jeans, barefoot and bare chested, firing the shotgun she’d heard earlier point-blank into the attacking creatures. For just a moment they locked eyes and she saw death in the man, he knew he wasn’t getting out of this-then he smiled. Put the open end of his shotgun inside his mouth-and blew the top of his own head off. Blood, bone and flesh was blasted six feet away and the shotgun span away from the toppled corpse. Every head that hadn’t already been looking at the sound of heavy gunfire turned towards the dead man as the smell of fresh gore drew them all close. She glanced left, right, knew she had to run but didn’t know where, both ends of the road had those creatures moving, some of the buildings were spilling staggering forms that could only be more of them.

The running woman she’d glimpsed hadn’t made it out and her screams were abruptly cut off as three of the things almost fell on her as she tried to ram past. They were in front of her, behind and to both sides and the only way out was through, numbers or not. She had her pistol and her bare hands against things which seemed to have forgotten how to die...

A car horn blared as though to warn a door which should never be opened had been thrown wide, then a fast car Sharon had never seen before came around the corner, flashing bloody red in even the early morning sunlight. It took the corner in a power slide without slowing down and accelerated, even as the driver expertly dodged a car blocking half the road-the lights flashed for a moment, so brief she barely registered it. Sharon dived full-length off the road. She was barely in time. Ellasbeth was the driver, she had a fast second to see, before the car plowed into the creatures with such force Sharon felt rather than heard bones break as bodies were catapulted into the air like they were dolls made of china. The entire front of the car was dented and blood exploded across the hood and windshield, but there hadn’t been much windshield to begin with it turned out and Ellasbeth simply ducked out of the way, easily dodging the worst of it. Ellasbeth somehow kept the car under control and fought the wheel around while standing on the brakes, stopping dead with smoking tires less than three feet from where a stunned Sharon was.

“GET IN!” shouted Ellasbeth, her voice echoing as she called out to be heard over the continuing screams, shouts, gunfire and... just disturbing noises that seemed to be coming from the creatures themselves. She refused to think of things which used to be human beings as making noises which should only ever come out of a mad animal’s mouth. She sprang to her feet, bolted to the car door-and discovered the battered door wouldn’t open. She started putting her back into it, before someone else inside the car reached over and wrenched at the interior release while pushing out. The door creaked, twisted-then sprang open. She practically fell inside, into the bloody seat, very nearly into the arms of a very scared looking young woman she’d never seen before...

Ellasbeth didn’t wait, she slammed the car into reverse and flattened the accelerator against the floor, turning the car completely around so fast momentum alone slammed shut Sharon’s door and almost put Sharon herself in Ellasbeth’s lap. She shifted to first and gunned the engine, the car accelerating so fast all Sharon could do was hang on and try not to die, before they hit a relatively clear patch of road and Ellasbeth stopped spinning or swerving them past every obstacle in sight. Sharon dragged herself upright, forced her seatbelt into its lock and glared at Ellasbeth-then she had to pause to take a longer look. Ellasbeth looked like she’d been to Hell, literally. She was wearing a white office blouse, grey leggings and gun holster at her left hip. Flat-soled running shoes looked like something had tried to bite through them. What could only be knife cuts were evident on her forearms, slashing through bloodstained fabric, and blood was running down her neck from a scalp wound bad enough it wasn’t stopping. Her left cheek looked as though someone had taken a blowtorch to it, dark red, splotchy and angry with bubbled flesh suggesting pain Sharon didn’t dare even imagine. Her hands were stained with blood old enough to have dried, meaning it wasn’t hers or the creatures-and a dark red patch over her heart suggested someone had either stabbed or shot her with a very serious intent to kill. Sharon blinked, how was Ellasbeth even mobile with injuries like that...

“If we live, I’ll explain” said Ellasbeth, curtly, noticing Sharon’s stare. “In the meantime, hang on tight and shoot anything which looks dead in the head” she continued, skidding them sharply past a crowd of the creatures all kneeling on top of what looked awfully like still-twitching bodies. Sharon didn’t throw up, somehow, even after everything, but it was a close thing.

“Where...are we going? You said SHIELD is done and given...well” asked Sharon, helplessly waving at the creatures and human beings scattered everywhere, burning cars and buildings, wreckage everywhere.

“It is, the decks of the Triskelion were awash with blood and bodies before I even managed to get out of the building and the whole building was coming apart around us all. I only made it out because an Agent I didn’t even see made a suicide attack on the main entrance and opened it up so wide with a thermal det charge the building started to move on its own in front of me. It was impossible to tell who or why, survival meant shoot anyone who looked likely to shoot you first. HQ is gone and we can’t trust any of the satellite facilities, backups or safehouses. Right now, all we have are those we’re sure we can trust, so we’re heading to the Veterans Association building” said Ellasbeth, whipping the car sharply left and using the back of the car to knock one of the creatures spinning off of its feet. The impact made the car jerk, but straightened it out quickly and let Ellasbeth slam down the accelerator.

“...Wait, what? I’ve been there, that buildings not defensible, let alone against, well, this?” said Sharon, after a blink to make sure she’d heard right.

“Sharon, the _Pentagon_ isn’t defensible against anything which makes ruined dead human bodies get up and attack the living to cannibalise them. We need reliable people with guns to back us up and there’s no military bases convenient to hand. The one police station I tried looked like it had been hit by a tidal wave of mixed meat and blood straight from a butchers nightmares. It’s a place where we can find people with weapons who know how to use them or we try stealing a helicopter. Besides, I know you know that’s where Sam Wilson will be” said Ellasbeth, barely avoiding a stalled-out coach with forced-open exit doors. Given the bloodstains and shadowy figures still slumped or fallen inside she could make out, nobody inside had made it out...

“...Let’s try this again, and please answer me, Ellie: _what the Hell is going on_?!” Sharon actually snarled, having hit the limits of her patience in record time. With the walking dead eating people in the streets, the city burning down around them and SHIELD simply out of commission altogether-she didn’t doubt Ellasbeth wouldn’t make that up, of all things-she had no time to play twenty questions. She wasn’t sure she even had time to take a deep breath.

“Fine. Director Fury was aboard the Helicarrier this morning after he got a dead-of-night call from an unknown source which made him give the Order to mobilise SHIELD five minutes later. Everyone scrambled when the Order came down but there was some kind of upset right at the top, involving Secretary Pierce and the World Security Council. One of Fury’s guardians called me after the WSC went off the air and was seen being attacked by what looked like human beings behaving like wild animals, apparently old man Malik shot himself when he saw them coming for him. Fury called the White House direct and the head of the Presidents Secret Service detail was the one who picked up the Red Phone. He was barricaded in the Oval Office with the last two living members of his detail and the Infected were coming through the windows as he spoke. Fury called the Pentagon and got the Joint Chiefs, but they told him they’d lost contact with every unit stationed outside the continental USA and what they did have said people were dying by the thousand everywhere they had eyes” said Ellasbeth, stamping on the brakes before sideswiping a parked car with such force the car briefly ended up on two wheels. Momentum tore it loose and they kept going with an awful scream of stressed metal.

“The Joint Chiefs told Fury to get in a bunker and Pray if the reports they were getting were accurate, they were going to do what they could and die fighting against what looked and sounded far too much like Zombies for anyone’s sanity. Fury called Hill and used some kind of code-and Pierce shot him in the back” said Ellasbeth, which made Sharon’s head snap around so sharply she nearly twisted her whole body.

“Pierce shot him with armour piercing, so it went through the body armour and Fury went down. STRIKE teams drafted as extra security opened up on the guardians and the damn Helicarrier fell right out of the sky when the STRIKE teams discovered the guardians were more interested in making sure the Helicarrier wasn’t seized than they were in “avenging” Fury and blasted hell out of the controls. Fury wasn’t dead, though, he killed Pierce and Ordered abandon ship, then initiated Self-Destruct on the Helicarrier so there would be no coming back. Didn’t matter, though, by that point nobody was getting out alive. My friend was still aboard when the Helicarrier hit the water” said Ellasbeth, her voice for a moment almost a whisper.

“Whatever Pierce was up to, he sent a signal before Fury killed him and Hell opened up inside the Triskelion. I’ve seen the aftermath and worst of wars going back 20 years and I’ve seen a fight like that maybe one other time in my life, and that was in Afghanistan when the Taliban ran everything. People were attacking each other with explosives, guns, knives, body parts and anything else they could use as a weapon, there was so much death and destruction in the first ten minutes when the Zombies got in it was barely any different, except they started eating people. Hill ran for the roof and only made it out on a helicopter because her entire detail fought to the death against the STRIKE teams trying to kill her and somehow got her ten minutes to escape, I was nearly with them but had to turn around because we had a Biohazard Breach when the labs were Breached and alarms went off which said get out in ten minutes or die, Sterilisation commencing. The Triskelion imploded behind me just after I found this car and hotwired it. You asked” said Ellasbeth, glancing at Sharon, who had barely noticed her jaw had dropped onto her chest.

“...That’s...but...you... Secretary Pierce shot Director Fury and SHIELD imploded?! Did you just tell me that?!” asked Sharon, her voice rising against her will as she spoke.

“Yes. Now we have one chance to get out of this alive and not enough time to take it. Any other questions?” asked Ellasbeth, slamming the car straight into two slanted across the road with her foot flat to the floor. The two cars exploded apart as metal screamed, plastic shattered and rubber ruptured with the sheer force of collision. The remains of the front windscreen cracked into pieces and fragments of shattered glass whipped past both women like shotgun blasts, slicing open Sharon’s left cheek so finely that she took a long moment to feel the sting. Every other window cracked in a dozen different ways and a thick surge of black smoke erupted from the engine compartment, followed by what looked a lot like flames from what could only be a wrecked engine.

Ellasbeth barely slowed down, releasing her seatbelt, releasing the lock on the door and forcing it open with a vicious kick when it creaked as though she was trying to shift hinges not opened in a century. Thick smoke began pouring into the car, even as Sharon had to smash the plastic lock on her seatbelt to get loose. Ellasbeth used such force to open the driver’s side back door that the door came off in her hands, but she just threw it to one side and briefly caught the figure who literally sprang out of the car in her arms for a hug. For a long moment, before she drew her pistol and looked all around.

Sharon scrambled out of the car over the driver’s seat, nearly fell flat on her face but got her hands out in time, staggered to her feet and finally got a moment to get a good look at the third person who’d been in the car with them all along. She didn’t know what she’d been expecting, but the young woman wasn’t it. Long, loose dark auburn hair and brown eyes, maybe early to mid-twenties, fit and healthy, wearing a dark-brown leather jacket and dark-blue jeans, a light blue shirt and solid-looking hardened boots. A youthful beauty, with a sharp intelligence and fear together in her eyes. Most surprising of all was a SHIELD-issue pistol held professionally in a grip down by her right leg in both hands. She met Sharon’s eyes with a quick nod.

“One more thing, Ellasbeth... Who is this?” asked Sharon, still somehow more confused than scared even with the dead up and walking around. Something just seemed...off, about the younger woman, in a way Sharon couldn’t quite put her finger on. “This is Skye, ex-Rising Tide Hacker and my Protégé, Sharon, and no, not SHIELD approved. She’s my girl, though, remember that” said Ellasbeth, with a sudden warning look, before looking the way they’d been heading before the car was wrecked. “Veterans Association building is this way. Coming?” she asked. Sharon didn’t even try to point out it was that or dead, even as a far-too-close scream echoed in a way which could only mean dead...

_End Pt2_


	3. Losses

**Summary for the Chapter:**

> See beginning part

**Dead Alive**

_Now_

Sharon lowered her gun, still smoking, and stared for a long moment at the two good people she’d just killed. Both had been Infected, one had just died and the other was seconds away, they’d have Risen in seconds, it had to be done... But, if you were trapped in a world where you had to kill the best people you know just to stay alive, what was the point? WAS there a point? That sounded like the kind of suffering and horror that would make the people you stood against with everything you were laugh to the day they died...

She heard the “thump” of the Iron Man pulse jet boots almost absently, just outside the building, and turned-less than a second before Tony Stark hit her like the Wrath of God in the suit, screaming incoherently through the suits speakers. She was driven twenty foot through the air, her muscles automatically tensing to absorb the impact, before she hit brick and concrete with such force she was embedded in the wall. The impact alone nearly broke her back, even as shards of brick cut her skin, but she didn’t let out any more than a pained gasp. There was nothing to be said. Not by her, at least.

Iron Man rammed a powered-up Repulsor Ray in her face, the energy and heat swirling through the weapon system hot enough to scorch her skin if he’d made contact. She was a second from death, but wasn’t even sure she cared-

“NO!” screamed a young woman’s voice, Skye’s, before the woman in question managed to free herself from the wrecked car and ran flat-out for Sharon and Iron Man. Iron Man...twitched at that, not lowering the Repulsor but, all of a sudden, his screaming seemed to cut off. Then Skye leaped onto Iron Mans shoulders and wrapped her arms around his head and neck, in a way that would have done real damage if he hadn’t been armoured. “Don’t you DARE hurt her you have no IDEA what’s happening my friend is DEAD she SAVED them-!” said Skye, somehow managing to not even pause for breath as she nearly howled. Her fists started to slam into Iron Man’s faceplate over and over...

The stairway door burst open and produced Hawkeye and the Black Widow, both in SHIELD combat gear, Hawkeye behind the crouching Widow. Hawkeye’s bow was loaded, up and instantly targeted Sharon-before a frown flickered across his face as he recognised the other Agent. His aim didn’t falter for even a moment, but he became less tense as he relaxed away from his immediate combat posture. The Black Widow was kneeling, a handgun in each hand, her Widows Bites charged up on each wrist showing she was ready for ranged or close-quarter combat. Nothing showed on her face or in her eyes-until her eyes settled for a long moment on Pepper’s body. It was too quick for Sharon to pin down what she’d seen, but she suspected it was grief.

Bruce Banner arrived a moment later, gasping from the run down the stairs, red-faced and having trouble catching his breath. He was wearing a light blue shirt, dark-blue trousers and dark-brown shoes and was carrying a First-Aid kit-only he stopped dead once he saw the carnage. His face was far more expressive-Sharon saw shock, horror and then an overwhelming pity...

Then Thor arrived outside the entrance with a heavy thump of impact, silver-gold armour gleaming in the dawn light. His blood-red cape swirled around him as the winds themselves answered his call, even as his Warhammer, Mjolnir, flickered with traces of barely-contained lightning in his grasp. Long blonde hair fell to his shoulders and blue eyes gleamed in a face almost too handsome to accept as truth. He stepped forwards, his power almost scorching the ground beneath his feet and reflecting his barely-leashed strength-until he saw the three dead bodies in the lobby. He stopped so abruptly he seemed to simply freeze in motion, his eyes going so wide she could barely take in that someone like him could ever show such shock and horror...

“Off” said Tony, abruptly, before twisting sharply and firing his boot boosters for a moment to give him momentum. Skye wasn’t anchored or even hanging onto the suit, so she was thrown clear and to the floor with an almost gentle thump. She scrambled back to her feet in something less than a second-but the Black Widow was abruptly between her and Tony. Skye looked ready to take on the world, but Ellasbeth had taught her well. She almost snarled, but held back from attacking a fighter who could put her down and out so fast she wouldn’t even know it had happened.

“Tell me” said Tony, slowly, his voice cold even through the synthesiser, “Just what the FUCK happened here. You...mutilated the woman I love after her death, killed my head of security for getting a chunk taken out of him-”

“Because they were DEAD, TONY STARK! Because the dead are up and walking around and killing and eating the living in the fucking STREETS! Because I had to watch my friend die so I could get out alive with her friend, fighting to the death with knives against fucking ZOMBIES as they literally TORE HER TO PIECES just so I could LIVE! Because SHIELD is UTTERLY FUCKED and THERE IS NO GOING BACK! BECAUSE WE ARE ALL DEAD WITH NOWHERE TO GO AND NOTHING TO DO BUT DIE IN HORROR AND PAIN KNOWING THERE WILL BE NO FUCKING REST! BECAUSE THIS DAY IS THE END OF DAYS AND WE! ARE! ALL! UTTERLY! FUCKED! BECAUSE THERE IS NO GOD AND IN THE SILENCE YOU CAN HEAR THE LAUGHTER IN HELL!” Sharon screamed into Tony Starks face, finally loosing what was left of her fragmenting self-control at Tony simply not seeing or knowing what was going on when the Apocalypse had already begun. At the fact a man who’d played with her as a child at her Great-Aunts request being unable to see she’d NEVER hurt him that badly and kill anyone who tried...

The silence following her outburst could have been felt on the other side of the world, even as she felt tears slide down her cheeks, cutting through dirt and blood. As she felt her heart race inside her battered body, far too fast. As she realised, again, she just didn’t care if she lived or died. It just didn’t matter anymore, none of it did.

Tony stepped backwards suddenly, pulling her out of the wall and letting her back on her feet. She stayed upright through sheer force of will, but Skye darted around the Black Widow and hooked an arm around her so suddenly that she almost smiled. Then, ignoring the tears running down her face, she looked around again. Nobody was moving, not at all, until Tony’s faceplate flipped up and she saw his face. He looked like he’d aged ten years, his face almost seemed wrinkled suddenly, the traces of grey in his black hair and moustache more pronounced...

“Clint, Laura and the kids...” said the Widow, abruptly breaking the silence, but Hawkeye shook his head. Not a “No” gesture, Sharon realised, but something more... Focused.

“Laura knows who I am, who I work for and what it could lead to. Always has, ‘Tasha, right down to worst case scenario. This sort of crazy hits the news, or even hints at it? She’ll pack and run before it ever gets near the farm to a safe place, even from this” said Hawkeye, lowering his bow and staring at Sharon as though she’d just told him she’d seen Death itself abroad-which she supposed she had.

“They’re dead, but still moving? Or they die and come back? Do you know how it’s passed from one to another?” asked Tony, his voice quiet but steady, almost faint, as far away from the brash, loud and confident businessman and designer as she’d ever seen. She knew how he felt.

“Both, I’ve seen people turn on the move, alive and desperate one second, dead and attacking anything moving the next. The best I could do was work out a twelve-second count from Infection to Infected if they go down and don’t get back up. The wounded last longer, no way to tell” replied Sharon, unsteadily, her voice raw and her throat almost painful after her outburst. “As for transmission? They bite, but I’ve see people change without any evidence of injury that I’m certain of. It could be airborne, it could be fluids, I just...don’t know. I DO know that nobody survives infection, though” said Sharon, shaking her head. Skye clutched her tighter, they’d learnt that one the hardest way.

“Hold on, hold on, the dead do not just get up and walk around, that’s biologically impossible, the brain runs the body and is utterly gone after physical death. Even if the extreme basics somehow start working again the parts simply could not work in tandem, you can’t just turn a human body on and off like a light switch-” began Banner, but stopped suddenly on seeing Sharon’s expression.

“Doctor Banner, I’ve seen these things keep coming with holes in vital areas I could put my fist through, blind and without most of the body able to function. Whatever this is, do not try to apply any kind of scientific logic to it. That’s a short route to insanity, believe me” said Sharon, having to strangle a mad giggle at what she’d seen a Zombie literally blasted in half by a point-blank shotgun blast do. She almost wondered what her Great-Aunt Peggy would have done in this situation, then reminded herself that she was glad Peggy was dead and would never know about this...

“You said SHIELD is utterly done, Sharon. What’s happened there?” asked Natasha, the only one of them who seemed to be maintaining their composure.

“Fury was aboard the Helicarrier when it went down off the coast, Hill barely escaped because her entire bodyguard fought to the death to buy her time after a signal sent by Alexander Pierce set off a full-scale civil war inside the organisation and nobody left living knows why. I cannot reach any SHIELD base on any frequency by any means because of a communications interrupt designed to prevent any possibility of a comms security breach that is Director’s Orders only. The Agent who saved my life was in HQ when it all kicked off, from what she told me there’s nothing left to hope for. At all” replied Sharon, looking Stark straight in the eyes before looking around at everyone in the lobby, finishing with Thor, whose expression was...odd.

“By “nothing” you don’t just mean SHIELD, do you?” asked Tony, his expression calm, but a look she didn’t like was in his eyes. She’d seen it before, in people who were very soon to die...

“No. Fury called around before he was attacked when word got out about what was happening, the only answers he got were the worst kind. The World Security Council all died while he was on with them, for one. The President is dead, the Pentagon is Infested at best, law and order are collapsing everywhere. We’re not coming back from this one, understand, Tony? The War is already over, we lost” said Sharon, sharply.

“There’s always a chance, or you wouldn’t be here” said Clint, sharply. “You were on an Op and now you’re here, so-”

“So I’m not here for me” said Sharon, sharply. “I made a promise to get Skye out alive, and the Avengers are the only ones who have any chance of doing that left in the city. I barely know anything, but I know this must be worldwide given what happened with SHIELD. We are now the walking dead, unless we find a way to get out alive, and I stand little or no chance. You guys and lady stand a real chance, even though the whole city is on fire and Zombies by the hundreds and probably thousands are walking the streets attacking anything with a pulse before eating you alive” she continued, before the air horn of a truck bellowed, deafeningly close, so loud it shook every window and all standing.  
“That’s my ride, I’m going now. My advice? Run till you hit ice and snow and don’t stop until they freeze solid, smash them to pieces then head further north. Good luck” said Sharon, before ruffling Skye’s hair and giving her a quick hug. The younger woman was trying and failing not to cry, but she let Sharon go.

“See you all in the next life” Sharon finished, before heading outside at a dead run as a heavy truck cab pulled up outside, trailer long gone, wheels and fender dripping blood and gore. The passenger door opened as she ran, noting the Zombies staggering nearby, slow and unsteady but still coming. She jumped off the pavement straight into the cab and slammed the door shut in one smooth move, holstering her pistol even as she almost skidded to a stop on the chair.

“Sorry I’m a little late, but this truck ‘aint designed to pull bulldozer duty. We good?” asked Sam Wilson. His short-cut black hair and dark skin were splattered with blood, his dark blue t-shirt and trousers cut and ripped, his grey running shoes dark with with fragments of flesh, blood and bone. His eyes were wild, but he still showed every bit of the strength that had drawn her to him and still did.

“We are. Punch it” Sharon replied, slamming her seatbelt into place as Sam grinned and shoved the accelerator all the way down. This, she couldn’t help but think, was going to be like walking through Hell...  
End Pt3


End file.
